The following General Terms and Conditions apply to all products and services provided by CHG-MERIDIAN USA Corp. (hereinafter referred to as “Seller”) to the buyer indicated in the applicable purchase agreement (hereinafter referred to as the “Buyer”), including but not limited to the sale of used IT equipment, and to all future business relationships even in the absence of an explicit agreement to that effect. Any conditions of the Buyer that contradict or deviate from these General Terms and Conditions will not be recognized unless their validity has been explicitly agreed in writing by the Seller. These General Terms and Conditions also apply if the Seller supplies goods and/or services to the Buyer without reservation despite being aware of contradictory or divergent conditions provided by the Buyer, and shall supersede any such contradictory or divergent conditions. 

2.1 The Seller shall submit a written offer for sale to the Buyer, to which the Seller shall be bound for a period of 14 days, in each case calculated from the date of the purchase agreement. The acceptance of the offer by the Buyer is made by returning a signed legally binding copy of the purchase agreement to the Seller within said 14-day period. After the expiration of such 14-day period, the offer/purchase agreement shall be null and void. The Seller's offer for sale shall be effective without its signature. 

2.2 Oral agreements and assurances are not valid and are unenforceable. 

3.1 Unless the purchase agreement specifies otherwise, the prices are quoted net from the specified delivery/collection address. The Seller shall package the goods in packaging suitable for transportation. 

3.2 The prices of the Seller do not include applicable sales taxes. Such taxes will be calculated at the rate applicable on the day of invoicing and shown separately on the invoice. Such taxes are due and payable to the Seller unless the Buyer presents confirmation of export to the Seller or other applicable exemptions acceptable to the parties. 

4.1 The purchase price is payable immediately via bank transfer and in full. Payment of the invoice must be made from a business bank account of the Buyer, in good funds by electronic or other means acceptable to the Seller. 

4.2 The equipment detailed in the purchase agreement is sold ex-works (EXW) or FOB from the Seller's delivery/collection address as stated in the purchase agreement. 

4.3 The goods will not be released, dispatched, or available for collection until the entire purchase price amount (plus sales tax) has been deposited into the Seller's account in good funds. If the Buyer is in default of payment, the Seller reserves the right to charge default interest at the rate of 18% per annum accruing daily until such amount is paid. The Seller reserves the right to claim for higher losses or damages as a result of the default. The rights afforded by clause 7 hereof remain unaffected. The Seller reserves the right to make additional claims. 

4.4 The Seller will state in the purchase agreement the expected date on which the equipment will be available for collection (“Availability Date”). If the Buyer delays in taking receipt of the goods or is in breach of other obligations under these General Terms and Conditions,  the purchase agreement or the contracts related hereto, the Seller is entitled to assert the rights stated in clause 7. The Seller reserves the right to make additional claims. 

4.5 If requested by the Buyer, the Seller can for an additional fee, without being obliged to do so and at the Buyer's expense – send the equipment to an alternate address specified by the Buyer. 

4.6 All Buyer payments shall be made in full without any deduction, reduction, set-off, or counterclaim for any reason whatsoever. Buyer’s obligation to pay the purchase price and all other sums due to Seller, is absolute and unconditional, and not affected by the equipment being inoperative or defective for any reason. 

The Seller is entitled to make the equipment available for collection by the Buyer, in partial amounts, but will only do so if payment is received in advance for all amounts due under the entire purchase agreement. 

6.1 The Buyer is responsible for obtaining any necessary export licenses unless the Seller is required to do so under applicable law. 

6.2 The Buyer assures that it will not export or re-export the goods acquired from the Seller to any person, organization, institution, or to any country directly or indirectly subject to an embargo in respect of such goods as being imposed and currently enforced under applicable export laws of the United States of America as determined by the Seller. 

6.3 No-Russia Clause 

6.3.1. Without limiting the foregoing, the Buyer further agrees that it shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any goods supplied under or in connection with a purchase agreement or the contracts related hereto or thereto, that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.  

6.3.2. The Buyer shall undertake its best efforts to ensure that the purpose of section 6.3.1 is not frustrated by any third parties further down the commercial chain, including by subsequent purchasers and possible resellers.  

6.3.3. The Buyer shall establish and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain that might frustrate the purpose of section 6.3.1.  

6.3.4.  The Buyer shall immediately inform the Seller regarding any problems in applying sections 6.3.1, 6.3.2, or 6.3.3 above including any relevant activities by third parties that could frustrate the purposes hereof. The Buyer shall make available to the Seller information concerning compliance with the obligations hereunder within two weeks of the Seller’s request therefor. 

6.4  Any violation of Sections 6 shall constitute a material breach hereof which shall entitle the Seller to assert the rights stated in clause 7. The Seller reserves the right to make additional claims. 

7.1 The Seller reserves the right to terminate and immediately withdraw from the transactions contemplated under the purchase agreement and any related contracts in the following instances without prejudice to any of its other rights: 

a) If the Buyer does not pay the purchase price within three (3) business days of the Availability Date specified in the purchase agreement or if within three (3) business days no bank confirmation of a completed payment transfer has been provided. 

b) If the circumstances provided for in clause 4.4 apply and the Buyer has not fully taken receipt of the goods within seven (7) business days of the Availability Date specified in the purchase agreement. 

c) If the Buyer becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors. 

d) If the Buyer defaults on any of its other obligations hereunder or any purchase agreement or related contract. 

7.2 Upon the occurrence of any of the events described in clause 7.1 above, the Buyer shall immediately reimburse Seller for any loss incurred, including, but not limited to, any profit lost, as a result of the equipment being sold at a lower purchase price. In addition, Seller shall be entitled to immediate possession of the equipment, without liability for entering Buyer’s premises or any other location where the equipment may be located; Buyer hereby further agrees to indemnify and hold Seller harmless from and against any and all claims, costs, and liabilities arising from or relating in any way to the equipment, the purchase agreement and the transactions relating hereto and thereto. Seller shall also be able to retain all monies previously paid to it by Buyer as an offset to Seller’s damages. The Buyer shall furthermore be liable for the costs of storing the equipment until such time as it is remarketed and collected. These costs are to be charged at the rate of $10.00 per business day per pallet plus a one- off administration charge of $100.00 per order. If the Buyer fails to collect the equipment, the same storage costs will be charged to the Buyer until it is collected.  

7.3 The rights of Seller as stated herein and to recover the Equipment shall not be the exclusive remedies available to it and are in addition to any other rights and remedies provided by law. 

Risk passes to the Buyer when the equipment is collected or, in the circumstances provided for in clause 4.5, transferred to the haulage operator. Insofar as the circumstances described in clause 4.4 apply, the risk of accidental destruction or accidental deterioration of the object of purchase will pass to the Buyer if it has not fully taken receipt of the goods within seven (7) business of the Availability Date specified in the purchase agreement. 

The Buyer is liable for all transport-related costs and risks from the moment of the transfer of risk as provided herein. These costs include but are not limited to, transport costs, customs and excise duties, taxes and other public charges, costs for customs formalities for import and export, insurance, and costs for loss, damage, delays, etc.  In addition from the moment of the transfer of risk as provided herein, the Buyer shall then and thereafter, hold Seller harmless from and against any and all claims, costs and liabilities arising from or relating in any way to the equipment, the purchase agreement and the transactions relating hereto and thereto. 

THE GOODS ARE BEING SOLD ON AN AS IS WHERE IS BASIS, WITHOUT RECOURSE, WARRANTY, OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE.  

10.1 In addition to any other limitations on or exclusions of the Seller’s liability herein, the Seller shall not be liable to the Buyer for any failure to perform the contract or for any default where the failure or default are caused by natural disasters, fire, flood, acts of war, strikes, industrial disputes, non-delivery or late delivery of accessories, or state or official interventions or regulations. 

10.2 Reservation of Title 

The Seller retains ownership of the equipment until receipt of all payments due from Buyer under the purchase agreement. 

11.1 Buyer hereby represents that the Equipment is being purchased for its original intended use, that it will be re-sold as intact units or component parts whenever possible, and that it will dispose or recycle the Equipment and any of its component materials at the end of its useful life in full compliance with all applicable laws and regulations. Buyer will defend and hold Seller and its affiliates, officers, directors, agents, and employees harmless from and against any and all claims, actions, proceedings, losses, expenses (including reasonable legal fees), demands, or judgments which result or arise from the use, operation, handling, treatment, storage, disposal, transportation, recycling, re-sale or destruction of the Equipment. 

11.2 E-Waste Reduction. The Buyer agrees to make their best effort to minimize electronic waste (e-waste) associated with all goods purchased. This includes but is not limited to, responsibly recycling or repurposing electronic components and ensuring proper disposal of any electronic waste in accordance with local, state, regional, federal, provincial, or national regulations.  

12.1 These General Terms and Conditions and all legal relations arising between the Seller and the Buyer are governed by the law of the State of California, without reference to its principles of conflicts of laws. The Buyer consents to the non-exclusive jurisdiction of the federal and state courts located in Los Angeles, California in any action or proceeding relating hereto. THE BUYER FURTHER AGREES THAT THE SELLER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN ANY SUCH ACTION OR PROCEEDING.  The Buyer waives any objection based on improper venue and/or forum non conveniens with respect to any such action or proceeding and, to the extent not prohibited by applicable law.  THE PARTIES WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING. To the extent a pre-dispute jury trial waiver is unenforceable in litigation to resolve any dispute, or claim arising out of or related to these General Terms and Conditions, a purchase agreement and related hereto, such claim, including any and all questions of law or fact relating thereto, shall be determined in the aforesaid venue, exclusively by a judicial reference proceeding in accordance with the provisions of Sections 638 et. seq. of the California Code of Civil Procedure.  

12.2 Should individual provisions of these General Terms and Conditions or of other agreements be or become partly or wholly invalid, this will not affect the validity of the other provisions or agreements. The same applies in the event of a gap in the contract. In the place of the invalid provisions, agreements or gaps, an appropriate provision shall be substituted that shall insofar as possible by law reflect what the parties intended or would have intended had they been aware of the invalidity or gap. These General Terms and Conditions and may only be amended by written instrument executed by both parties.  If any provision hereof is unenforceable, it shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions herein.